1. The shares represent a portion of the reporting person's salary, net withholdings and deductions, for the most recent pay period and were issued under the Company's Amended and Restated 2007 Omnibus Incentive Plan. For more information, please see the Current Report on Form 8-K which was filed by the Company on December 11, 2009.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.30 to $16.45, inclusive. The reporting person undertakes to provide to Discover Financial Services, any security holder of Discover Financial Services, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 2 to this Form 4.

/s/ Simon Halfin as Attorney-in-Fact for Diane E. Offereins

09/28/2010

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).